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HomeMy WebLinkAbout11-57FEBRUARY 22, 2011 11 -57 RESOLUTION (CARRIED 6 -0 LOST LAID OVER WITHDRAWN ) PURPOSE: RESOLUTION DETERMINING TO ISSUE $6,350,000 AGGREGATE PRINCIPAL AMOUNT OF TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011B, OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, PROVIDING DETAILS, PRESCRIBING THE FORM OF BOND, AWARDING THE BONDS TO THE BEST BIDDER, AND LEVYING TAXES INITIATED BY: FINANCE DEPARTMENT WHEREAS, by an initial resolution duly adopted on February 8, 2011, there have been authorized to be issued not to exceed $16,000,000 general obligation bonds of the City of Oshkosh, Winnebago County, Wisconsin (the "City') for the public purposes of refunding certain outstanding municipal obligations of the City, including the interest thereon; and WHEREAS, the City has previously issued (i) $8,615,000 aggregate principal amount of its Taxable General Obligation Refunding Bonds, Series 2003 -D, currently outstanding in the aggregate principal amount of $4,200,000, and (ii) certain state trust fund loans dated May 15, 2002, March 19, 2003, July 2, 2003, September 24, 2003, December 7, 2004 and September 15, 2004, and which bonds and loans the City now wishes to refund with such bonds and loans authorized in such initial resolution; and WHEREAS, notice of the sale of bonds for such purposes was published on February 15, 2011, in The Bond Buyer, and, WHEREAS, it is now necessary that said bonds be sold and issued for the purposes aforesaid in the aggregate principal amount of $6,350,000; and WHEREAS, pursuant to the advertisement aforesaid, sealed bids were received for the purchase of said bonds in said amount until 11:00 A.M., C.D.T., on February 22, 2011, and are as follows: NAME OF BIDDER TRUE INTEREST RATE and WHEREAS, the bid of , of , , and associates at a price of $ plus accrued interest to the date of delivery, was the best bid submitted, which bid is as follows: (Here Insert or Attach a True Copy of the Winning Bid) Now, THEREFORE, Be It Resolved by the City Council of the City of Oshkosh, Winnebago County, Wisconsin, as follows: Section 1. Definitions. For all purposes of this Resolution, except as otherwise expressly provided herein or unless the context otherwise requires, the terms defined in this Section 1 shall have the meanings set forth below, and shall include the plural as well as the singular: "Bond" or "Bonds" shall mean one or more of the Taxable General Obligation Refunding Bonds, Series 2011 B, authorized to be issued by the terms of this Resolution. "Bond Register" shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Bonds. "City" shall mean the City of Oshkosh, Winnebago County, Wisconsin, and any successor to the duties or functions of the City. "Code" means the Internal Revenue Code of 1986, as amended. "Governing Body" shall mean the City Council of the City, or such other council, board, commission or body, by whatever name known, which shall succeed to its powers. "Prior Bonds" means (i) the $8,615,000 aggregate principal amount of Taxable General Obligation Refunding Bonds, Series 2003 -D of the City, currently outstanding in the aggregate principal amount of $4,200,000, and (ii) certain state trust fund loans dated May 15, 2002, March 19, 2003, July 2, 2003, September 24, 2003, December 7, 2004 and September 15, 2004. "Refunded Bonds" means the portion of the Prior Bonds to be refunded with the proceeds of the Bonds. "Registrar" shall mean the City Treasurer of the City, or a successor designated as Registrar under this Resolution. "Resolution" shall mean this resolution as adopted by the Governing Body of the City. Section 2. Authorization. The issuance of $ aggregate principal amount of Bonds is hereby authorized for the purpose of providing funds in an amount sufficient to refund the Refunded Bonds as set out in the preamble to this Resolution. The Bonds shall be designated "Taxable General Obligation Refunding Bonds, Series 2011 B," shall be dated the date of delivery thereof, as originally issued, and shall also bear the date of their authentication by the Registrar. The Bonds shall be in fully registered form, shall be in denominations of $5,000 each and integral multiples thereof (but no single Bond shall represent installments of principal maturing on more than one date), shall be lettered "R" and numbered consecutively starting with the number one, shall mature serially on March 15 of each of the years and in the principal amounts, and shall bear interest at the rates per annum, as follows: PRINCIPAL INTEREST YEAR AMOUNT RATE 2011 $ % 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Section 3. Interest; Payment Provisions. The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, at the interest rates set out above, such interest (computed upon the basis of a 360 -day year consisting of twelve 30 -day months) being payable on March 15 and September 15 of each year, commencing on March 15, 2012. Interest on each Bond shall be paid by check or draft of the Registrar to the person in whose name such Bond is registered at the close of business on the fifteenth day of the calendar month immediately preceding the applicable interest payment date. The principal of each Bond shall be payable in lawful money of the United States of America only upon presentation and surrender of such Bond at the principal office of the Registrar in Oshkosh, Wisconsin. The Bonds may be prepared in printed or typewritten form. Section 4. Execution, Authentication. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the City Manager of the City and with the manual or facsimile signature of the City Clerk of the City, and sealed with the official seal of the City or a printed facsimile thereof. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Registrar as authenticating agent of the City and showing the date of authentication thereof. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until such certificate of authentication shall have been duly executed by the Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Resolution. The certificate of authentication on any Bond shall be deemed to have been executed by the Registrar if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued under this Resolution. Section 5. Registration of Bonds; Persons Treated as Owners. The City shall cause books (the "Bond Register) for the registration and for the transfer of the Bonds as provided in this Resolution to be kept at the principal office of the Registrar, which is hereby constituted and appointed the registrar of the City with respect to the Bonds herein authorized. Upon surrender for transfer of any Bond at the principal office of the Registrar duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar duly executed by, the registered owner thereof or his attorney duly authorized in writing, the City shall execute and the Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the same maturity and interest rate of authorized denomination or denominations, for a like aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at said office of the Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity and interest rate of other authorized denomination or denominations. The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond, and the Registrar shall thereby be authorized to authenticate, date and deliver such Bond; provided, however, that the principal amount of the outstanding Bonds authenticated by the Registrar shall never exceed the authorized principal amount of the Bonds, less previous retirements. The Registrar may, but shall not be required to, transfer or exchange any Bond during the period of fifteen (15) days next preceding any interest payment date on such Bond, nor to transfer or exchange any Bond after notice calling such Bond for redemption prior to maturity has been mailed nor during the period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Registrar shall never register any Bond to bearer. No service charge shall be made for any transfer or exchange of Bonds, but the City or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds, except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption. The City and /or the Registrar may enter into an agreement with a securities depository registered under Section 17A of the Securities Exchange Act of 1934, as amended (the "Securities Depository'), including without limitation The Depository Trust Company, which is the record owner of the Bonds, to establish procedures with respect to Bonds owned by such Securities Depository. Such agreement may impose additional requirements on the Registrar with respect to the Bonds. Section 6. Prior Redemption. The Bonds maturing on and after March 15, 2019, shall be subject to redemption prior to maturity at the option of the City, as a whole or in part in such order as the City may determine (less than all of the Bonds of a single maturity to be selected by the Registrar as hereinafter provided), on March 15, 2018, and on any date thereafter, at a redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. At least forty -five (45) days prior to the date fixed for an optional redemption (unless a shorter notice shall be satisfactory to the Registrar), the City shall notify the Registrar of such date fixed for redemption and of the order and the principal amount of the Bonds to be redeemed. For purposes of any redemption of less than all of the outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by the Registrar from the outstanding Bonds of such maturity then outstanding by such method as the Registrar shall deem fair and appropriate, and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. The Registrar shall promptly notify the City in writing of the Bonds or portions of Bonds selected for redemption prior to maturity and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Section 7. Redemption Procedure. Unless waived by any registered owner of Bonds (or portions thereof) to be redeemed, notice of the call for any such redemption prior to maturity shall be given by the Registrar on behalf of the City by mailing the redemption notice by registered or certified mail, postage prepaid, not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be so redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registrar. Failure to give such notice by mailing to any owner of any Bond, or any defect therein, shall not affect the validity of any proceedings for the redemption of any other Bonds. All notices of redemption shall state: (1) the date fixed for redemption, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification, including CUSIP numbers (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (4) that on the date fixed for redemption the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Registrar. Prior to any date fixed for redemption, the City shall deposit with the Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. With respect to an optional redemption of any Bonds, unless moneys sufficient to pay the principal of and interest on the Bonds to be redeemed shall have been received by the Registrar prior to the giving of such notice of redemption, such notice may, at the option of the City, state that said redemption shall be conditional upon the receipt of such moneys by the Registrar on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds, and the Registrar shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the date fixed for redemption, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar at the redemption price. Installments of interest due on or prior to the date fixed for redemption shall be payable as herein provided for the payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same maturity and interest rate in the amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar, and shall not be reissued. In addition to the redemption notice required above, further notice of redemption (the "Additional Redemption Notice') shall be given by the Registrar as set forth below, but no defect in the Additional Redemption Notice nor any failure to give all or any portion of the Additional Redemption Notice shall in any manner affect the effectiveness of a call for redemption if notice thereof is given as prescribed above. Each Additional Redemption Notice given hereunder shall contain the information required above, plus (i) the date such notice required above has been or will be mailed; (ii) the date of issuance of the Bonds being redeemed, as originally issued; (iii) the maturity date of each Bond (or portion thereof) to be redeemed; and (iv) any other descriptive information needed to identify accurately the Bonds being redeemed prior to maturity. Each Additional Redemption Notice shall be sent at least thirty (30) days before the date fixed for redemption by legible facsimile transmission, registered or certified mail (postage prepaid) or overnight delivery service to The Depository Trust Company of New York, New York, and to at least two (2) national information services that disseminate notices of redemption of obligations such as the Bonds. Section 8. Form of Bonds. The Bonds, the certificate of authentication to be endorsed thereon and the form of assignment to be endorsed thereon are all to be in substantially the following forms with necessary and appropriate variations, omissions and insertions as permitted or required by this Resolution: (Form of Bond —Front Side) No. R- $ UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH TAXABLE GENERAL OBLIGATION REFUNDING BOND, SERIES 2011 B RATE OF INTEREST MATURITY DATE DATED DATE CUSIP NUMBER March 15, , 2011 Registered Owner: Principal Amount: KNow ALL MEN BY THESE PRESENTS: That the City of Oshkosh in the County of Winnebago and the State of Wisconsin (the "City'), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner hereinabove identified, or registered assigns as hereinafter provided, on the Maturity Date hereinabove identified, the Principal Amount hereinabove identified and to pay interest (computed on the basis of a 360 -day year consisting of twelve 30 -day months) on such Principal Amount from the Dated Date hereinabove identified or from the most recent interest payment date to which interest has been paid at the Rate of Interest per annum hereinabove identified on March 15 and September 15 of each year, commencing on March 15, 2012, until said Principal Amount is paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be and become applicable to this Bond. The principal of this Bond is payable in lawful money of the United States of America only upon presentation and surrender of this Bond at the principal office of the City Treasurer of the City in Oshkosh, Wisconsin, as registrar and paying agent (the "Registrar'). Payment of each installment of interest hereon shall be made to the Registered Owner hereof who shall appear on the registration books of the City maintained by the Registrar at the close of business on the fifteenth day of the calendar month immediately preceding the applicable interest payment date, and shall be paid by check or draft of the Registrar mailed to such Registered Owner at his address as it appears on such registration books or at such other address as may be furnished in writing by such Registered Owner to the Registrar. Reference is hereby made to the further provisions of this Bond set forth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set forth on the front side of this Bond. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist, happen and be performed precedent to and in the issuance of this Bond have been done, have existed, have happened and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Wisconsin; that this Bond, together with all other indebtedness of the City, does not exceed any limitation prescribed by law; and that the City has levied a direct annual irrepealable tax sufficient to pay the interest hereon when it falls due and also to pay and discharge the principal hereof at maturity. The full faith, credit and resources of the City are hereby pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due and for the levy and collection of sufficient taxes for that purpose. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF the City of Oshkosh, Winnebago County, Wisconsin, by Its City Council, has caused this Bond to be executed with the duly authorized manual or facsimile signature of its City Manager and with the duly authorized manual or facsimile signature of its City Clerk, and its official seal or a facsimile thereof to be impressed or reproduced hereon, as of the Dated Date hereinabove identified. City Clerk City Manager [SEAL] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution, and is one of the Taxable General Obligation Refunding Bonds, Series 2011 B, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: City Treasurer [Form of Bond - Reverse Side] This Bond is one of an authorized issue of Taxable General Obligation Refunding Bonds, Series 2011 B, aggregating the principal amount of $ (the "Bonds') issued for the purpose of refunding certain outstanding municipal obligations of the City, including the interest thereon, pursuant to and in all respects in compliance with Chapter 67, Wisconsin Statutes, as supplemented and amended, and a resolution adopted by the City Council of the City on February 22, 2011 (the "Resolution'). This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the principal office of the Registrar in Oshkosh, Wisconsin, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of the same maturity and interest rate of authorized denomination or denominations and for a like aggregate principal amount will be issued to the transferee in exchange for this Bond. The Bonds are issuable in fully registered form in denominations of $5,000 each and integral multiples thereof. This Bond may be exchanged at the principal office of the Registrar for a like aggregate principal amount of Bonds of the same maturity and interest rate of other authorized denominations, upon the terms set forth in the Resolution. The City and the Registrar may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contrary. Bonds of the issue of which this Bond is one maturing on and after March 15, 2019, are subject to redemption prior to maturity at the option of the City, as a whole or in part in such order as the City may determine in integral multiples of $5,000, less than all the Bonds of a single maturity to be selected by the Registrar, as provided in the Resolution, in such manner as it shall deem fair and appropriate, on March 15, 2018, and on any date thereafter, at a redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption. Notice of any intended redemption shall be sent by registered or certified mail, postage prepaid, not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed (in whole or in part) at the address shown on the registration books of the City maintained by the Registrar or at such other address as is furnished in writing by such registered owner to the Registrar. Such notice of redemption may be conditional as provided in the Resolution. When so called for redemption, this Bond, or the portion hereof being so called for redemption, will cease to bear interest on the specified redemption date, provided funds for redemption are on deposit at the place of payment on that date, and shall not be deemed to be outstanding. The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants In Common UNIF GIFT /TRANS MIN ACT - Custodian TEN ENT — as tenants by the entirety JT TEN — as joint tenants with right of survivorship and not as tenants in common (Cust) (Minor) under Uniform Gifts /Transfers to Minors Act (State) Additional abbreviations may also be used though not listed above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of Assignee) the within Bond, and does hereby irrevocably constitute and appoint , or its successor as Registrar, to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Section 9. Sale of Bonds. The sale of the Bonds to , of , and associates, at the price of $ plus accrued interest to the date of delivery, is hereby confirmed. The City Treasurer of the City is hereby authorized to deliver the Bonds to said purchasers upon payment of the purchase price. Section 10. Tax Levy. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Bonds and to pay and discharge the principal thereof at maturity, there is hereby levied upon all the taxable property in the City of Oshkosh, Winnebago County, Wisconsin, a direct annual tax in amounts sufficient for that purpose, and there is hereby levied upon all taxable property in the City the following direct annual tax in each of the years and amounts, to -wit: YEAR AMOUNT 2011 $ 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 In each of said years from 2011 to 2022, inclusive, the direct annual tax above levied shall be extended upon the tax rolls of the City in the same manner and time as taxes for general City purposes, and when collected the proceeds of said taxes shall be deposited into the account of the debt service fund established in favor of the Bonds, to be used solely for paying the principal of and interest on the Bonds as long as any of the Bonds remain outstanding. Section 11. Sufficiency. Interest or principal maturing at any time during the life of the Bonds when there shall be insufficient funds on hand from the above tax levy to pay the same shall be paid promptly when due from the general fund of the City, and said fund shall be reimbursed in a like amount out of the proceeds of taxes hereby levied when the same shall have been collected. Section 12. Debt Service Fund. There has been ordered to be established in the City Treasury a fund separate and distinct from all other funds of the City to be designated the "Debt Service Fund," which fund shall be used solely for the purpose of paying the principal of, premium, if any, and interest on municipal obligations issued pursuant to Chapter 67, Wisconsin Statutes, as supplemented and amended. There is hereby created, and there shall be deposited in, an account known as the "Series 2011 B Taxable Refunding Bond Account," to be held as a part of the Debt Service Fund, all premium, if any, and accrued interest paid on the Bonds at the time the Bonds are delivered to the purchasers thereof; all money raised by taxation pursuant to Section 10 hereof; and such other sums as may be necessary to pay interest on the Bonds when the same shall become due and to retire the Bonds at their respective maturity dates. Section 13. Use of Proceeds; Bonds to Remain in Registered Form ' The principal proceeds of the Bonds shall be deposited in the debt service accounts with respect to the issues of the Prior Bonds. The City further recognizes that the Bonds must be issued and remain in fully registered form under laws in force at the time the Bonds are delivered. In this connection, the City agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. Section 14. Duties of Registrar. If requested by the Registrar, the City Manager of the City is hereby authorized to execute, and the City Clerk of the City is hereby authorized to attest, and said City Manager and City Clerk are hereby authorized to deliver, the Registrar's standard form of agreement between the City and the Registrar with respect to the obligations and duties of the Registrar hereunder, which shall include the following: (a) to act as Registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to give notice of redemption of Bonds as provided herein; (c) to cancel and destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (d) to furnish the City at least annually a certificate of destruction with respect to Bonds cancelled and destroyed; and (e) to furnish the City at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to the interest on the Bonds. The City Clerk of the City is hereby directed to file a certified copy of this Resolution with the Registrar. The City covenants that it shall at all times retain a Registrar with respect to the Bonds, that it will maintain at the designated office of such Registrar a place or places where Bonds may be presented for payment or registration of transfer or exchange, and that it shall require that the Registrar properly maintain the Bond Register and perform the other duties and obligations imposed upon it by this Resolution in a manner consistent with the standards, customs and practices of the municipal securities industry. The Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing the certificate of authentication on any Bond, and by such execution the Registrar, shall be deemed to have certified to the City that it has all requisite power to accept and has accepted such duties and obligations. The Registrar is the agent of the City, and shall not be liable in connection with the performance of its duties, except for its own negligence or willful wrongdoing. The Registrar shall, however, be responsible for any representation in its certificate of authentication on the Bonds. Any corporation or association into which the Registrar may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, merger or consolidation to which it is a party, shall be and become successor Registrar hereunder, and vested with all the duties, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Any such successor Registrar shall give notice thereof to the City and the registered owners of the Bonds. The Registrar may be removed at any time, by the City by an instrument in writing delivered to the Registrar. In case the Registrar shall be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the City by an instrument in writing, a copy of which shall be delivered to the retiring Registrar, the successor Registrar and the registered owners of the Bonds. The City shall mail notice of any such appointment made by it to each registered owner of any Bond within twenty (20) days after such appointment. Any Registrar appointed under the provisions of this Section 14 shall be a City officer or a bank, trust company or national banking association. Section 15. Continuing Disclosure Undertaking. The City Manager or the City Treasurer /Finance Director of the City is hereby authorized, empowered and directed to execute and deliver the Continuing Disclosure Undertaking with respect to the Bonds (the "Continuing Disclosure Undertaking') in substantially the form as the individual executing the Continuing Disclosure Undertaking on behalf of the City shall approve, his or her execution to constitute conclusive evidence of his or her approval of the form of such Continuing Disclosure Undertaking. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the City as herein provided, the Continuing Disclosure Undertaking will be binding on the City and the officers, employees and agents of the City, and the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking, as executed. Copies of the Continuing Disclosure Undertaking shall be placed in the official records of the City, and shall be available for public inspection at the offices of the City. Notwithstanding any other provision of this Resolution to the contrary, the sole remedy for failure to comply with the Continuing Disclosure Undertaking shall be the ability of any beneficial owner of any Bond to seek mandamus or specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. Section 16. Other Documents. The City Manager, the City Clerk, the City Treasurer /Finance Director and all other officers of the City are hereby authorized to execute all documents and certificates necessary in connection with the authorization and delivery of the Bonds, including without limitation an official statement describing the Bonds and the City. Section 17. Prior Action. The action of the City Treasurer /Finance Director of the City in causing the notice of the sale of the Bonds to be published is hereby in all respects ratified and confirmed. Section 18. Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining sections, paragraphs and provisions of this Resolution. Section 19. Conflicting Proceedings Superseded. All ordinances, resolutions or orders, or parts thereof, heretofore enacted, adopted or entered, in conflict with the provisions of this Resolution, shall be and in the same are hereby superseded to the extent of such conflict, and this Resolution shall be in effect from and after its passage. Adopted February 22, 2011. Approved February 22, 2011. Recorded February 22, 2011. /s/ Paul J. Esslinger Mayor ATTEST: /s/ Pamela R. Ubrig City Clerk